Sec Form 4 Filing - Wheelahan Richard @ Capitala Finance Corp. - 2017-09-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wheelahan Richard
2. Issuer Name and Ticker or Trading Symbol
Capitala Finance Corp. [ CPTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Compliance Officer
(Last) (First) (Middle)
C/O CAPITALA FINANCE CORP., 4201 CONGRESS STREET, SUITE 360
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2017
(Street)
CHARLOTTE, NC28209
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/25/2017 M 2,250 ( 2 ) ( 3 ) A 15,948 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Awards ( 1 ) ( 3 ) 09/24/2017 D 24,000 ( 1 )( 3 ) ( 1 )( 3 ) Common Sto ck, par value $0.01 per share 24,000 ( 1 ) ( 3 ) $ 0 2,250 D
Awards ( 2 ) ( 3 ) 09/25/2017 M 2,250 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock, par value $0.01 per share 2,250 ( 2 ) ( 3 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wheelahan Richard
C/O CAPITALA FINANCE CORP.
4201 CONGRESS STREET, SUITE 360
CHARLOTTE, NC28209
Chief Compliance Officer
Signatures
Richard G. Wheelahan, III 09/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Wheelahan previously held Awards with respect to 26,250 shares of Capitala Finance Corp.'s (the "Issuer") common stock held by Capitala Restricted Shares I, LLC ("CRS"), which is controlled by Joseph B. Alala, III and is an affiliate of Capitala Investment Advisors, LLC, pursuant to CRS's 2015 Amended and Restated Equity Compensation Plan, dated September 18, 2015 (the "Plan"). On September 24, 2017, Mr. Wheelahan voluntarily forfeited Awards relating to 24,000 shares of the Issuer's common stock. The Plan and such forfeiture were previously approved by the Issuer's Board of Directors.
( 2 )Immediately following his forfeiture of Awards with respect to 24,000 shares of the Issuer's common stock, Mr. Wheelahan held Awards with respect to 2,250 shares of the Issuer's common stock. On September 25, 2017, CRS distributed to Mr. Wheelahan 2,250 shares of the Issuer's common stock in accordance with the vesting schedule under the Plan. The Plan and such acquisition were previously approved by the Issuer's Board of Directors.
( 3 )Pursuant to the SEC staff no-action letters to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006) and Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a registered closed-end investment company or a business development company regulated under the Investment Company Act of 1940, as amended, that offers plan participants equity securities of such registered investment company or business development company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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